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Paras Petrofils Ltd Directors Report.

Your Directors are pleased to present this 28thAnnual Report together with
the Audited Annual Financial Statementsof ParasPetrofils Limited for the year ended March
31st, 2019.

FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

The Financial Year 2018-19 had been fortunatefor the Company as your Company has shown
a conventionalperformance during the year under review. The net Profits of your Company
isRs. 56,55,677/- in the Financial Year 2018-19 as compared to Net Loss of Rs.
1,03,41,008/- in the Financial Year 2017-18.

The financial summary, performance highlights operations/state of affair of
yourCompany for the year are summarized below:

Amount (In Rupees)

PARTICULARS

Standalone

2018-19

2017-18

Income from Business Operations

7,33,760

-

Other Income

11,875,413

1,36,19,998

Total Income

1,26,09,173

1,36,19,998

Less: Expenditure

69,53,496

21,32,691

Profit/Loss before Tax&

56,55,677

1,14,87,307

Exceptional Items

Less: Exceptional Items

-

2,18,28,316

Profit/Loss before Tax

56,55,677

(1,03,41,009)

Less: Tax Expense

-

-

Add: Deferred Tax Asset

-

-

Net Profit/Loss after Tax

56,55,677

(1,03,41,009)

Earnings per share:

Basic

0.02

(0.03)

Diluted

0.02

(0.03)

DIVIDEND

No Dividend was declared for the current financial year due to outstanding accumulated
losses in the Company.

RESERVES

The Board proposes no amount to transfer to the reserves and noamount is proposed to be
retained in surplus.

SHARE CAPITAL

During the year under review, the Company has not issued any shares including Equity
Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The
Company has not bought back any equity shares during the year 2018-19.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the
provisions of Section 125 of the Companies Act, 2013 do not apply.

DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of
section 73 of the Companies Act, 2013.There were no unclaimed deposits at the end of
Financial Year i.e. 31st March, 2019.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company
during the financial year 2018-19.Form AOC-Imarked as "Annexure-A"

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section of this Annual Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of
Appointment, Re  designation, Resignation, Death,Dis-qualification, variation made
or withdrawn etc. are as follows:

S. No.

Name

Designation

Appointment

Cessation

1.

Mr. Chetankumar Manubhai Sharma

Non-Executive Independent Director

19.06.2018

-

2.

Mr. Deepak KishorchandraVaidya

Whole Time Director

06.08.2018

-

3.

Mr. PrashantPratap Singh

Company Secretary

19.06.2018

06.08.2018

4.

Mr. Gagandeep

Company Secretary

06.08.2018

30.08.2018

5.

Mr. Sachin Kumar

Company Secretary

04.10.2018

-

Ms. UshaAshokumar Jain (DIN:01545905),Director will be retiring by rotation at the
ensuing Annual General Meeting and being eligible, offersherself for re-appointment. The
Board recommends her re-appointment to the Board of the Company at the ensuing Annual
General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to
state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently
and made judgments & estimates that are reasonable and prudent so as to give a true
& fair view of the state of affairs of the company at the end of the financial year
and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this act for safeguarding
the assets of the company and for preventing & detecting fraud & other
irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by the
Company and such controls are adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(7)that they meet
the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013
and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92
of the Companies Act, 2013 in Form MGT-9 is annexed herewith as "Annexure-C".

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

The details of Board Meetings convened during the year along with other details of
Board Meetings held are given in Corporate Governance Report. The maximum interval between
any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of
section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing
Obligation & Disclosure Requirement) Regulation, 2015.The Composition of Audit
Committee is given in the Corporate Governance Report which forms the integral part of
this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with
the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of
the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The
Composition of the Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of
the Committee is given in the Corporate Governance Report which forms the integral part of
this Annual Report.

VIGIL MECHANISM COMMITTEE

The Vigil Mechanism Committee of the Company is constituted in line with the provisions
of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the
Committee is given in the Corporate Governance report which forms the integral part of
this Annual Report.

BOARD ANNUAL EVALUATION

The provisions ofsection 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual
Evaluation is to be made by Board of its own performance and that of its Committee and
individual Directors. Schedule-IV of the Companies Act, 2013 states that performance
evaluation of the Independent Director shall be done by Directors excluding the Director
being evaluated. The Board carried out a formal annual performance evaluation as per the
criteria/framework laid down by the Nomination & Remuneration Committee of the company
and adopted by the Board. The evaluation was carried out through a structured evaluation
process to judge the performance of individual Directors including the Chairman of the
Board. They were evaluated on parameters such as their education, knowledge, experience,
expertise, skills, behavior, leadership qualities, level of engagement & contribution,
independence of judgment, decision making ability for safeguarding the interest of the
Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire
Board except the participation of concerned Independent Director whose evaluation was to
be done. The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors. The Board was satisfied with the evaluation
process and approved the evaluation results thereof.

STATUTORY AUDITOR&SECRETARIAL AUDITORWITH THEIR QUALIFICATION, RESERVATION
ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on 30th November, 2017
appointed M/s RMR & Co., Chartered Accountant(FRN:106467W), as Statutory
Auditors of the Company for a period of five years to hold office from the conclusion of
that meeting till the conclusion of 31stAnnual General Meeting of the Company.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts
of the Company are self-explanatory and in the opinion of the Directors, do not call for
any further clarification(s). Also, the report submitted by the Auditor is unqualified.

A. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company
has appointed M/s. Ojha& Associates, Company Secretaries to undertake
Secretarial Audit of the Company.

The Secretarial Audit was conducted by Mr. TanayOjha, Practicing Company
Secretary, and the report thereon is annexed herewith as "Annexure- D".

Qualification(s) and Directors comments on the report of Secretarial Auditor:

There are no qualifications, reservations or adverse remarks made by Secretarial
Auditors in their Report and the same is self explanatory.

Annual Secretarial Compliance Report

The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure)
Regulations, 2015 are applicable on the Company. Therefore, the Company has obtained a
certificate from a Practicing Company Secretary and has been attached with this Annual
Report.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment
covered under the provision of the section 186 of the Companies Act, 2013 during the year
under review.

All investments made during the year were within the stipulated limits of law.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE
COMPAIES ACT, 2013

In the financial year 2018-19, company did not enter into any contracts or arrangements
with any related party. Form AOC-2 is attached as "Annexure-B".

MATERIAL CHANGES AND COMMITMENTS, IF ANY,AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year of the Company to which this
financial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, no significant and material order(s) were
passed by any regulator(s) or courts or tribunals which could impact the going concern
status and companys operation in future.

The requisite information with regard to conservation of energy,technology absorption
and foreign exchange earnings and outgo,in terms of the Section 134(3)(m) of the Companies
Act, 2013, readwith Companies (Accounts) Rules, 2014 is given below:

Conservation of energy

Nil

1.

the steps taken or impact on conservation of energy

Nil

2.

the steps taken by the company for utilizing alternate sources of energy

Nil

3.

the capital investment on energy conservation equipment

Nil

Technology absorption

1.

the efforts made towards technology absorption

Nil

2.

the benefits derived like product improvement, cost reduction, product development or
import substitution

Nil

3.

in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)

Nil

4.

the details of technology imported

Nil

5.

the year of import

Nil

6.

whether the technology been fully absorbed

Nil

7.

if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and

Nil

8.

the expenditure incurred on Research and Development

Nil

Foreign exchange earnings and Outgo

1.

The Foreign Exchange earned in terms of actual inflows during the year

Nil

2.

The Foreign Exchange outgo during the year in terms of actual outflows

Nil

Further, there were no foreign exchange earnings and outgo during the year under
review.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not
applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in normal course of its business regarding risk
management. Currently, the company does not identify any element of risk which may
threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for
applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of
the Companies Act, 2013, hence the same are not applicable to the company for the period
under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations, 2015, in order to ensure that the
activities of the Company & its employees are conducted in a fair & transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical
behavior, the company has adopted a vigil mechanism policy. This policy is explained in
"Corporate Governance Report" and is also posted on website of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the
year, no complaints were filed with the Company.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the
said regulations, a separate section on corporate governance practices followed by the
company, together with the certificate from the Practicing Company Secretary confirming
compliance forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal FinancialControl system
commensurate with the size, scale and complexityof its operation. The system encompasses
the major processes toensure reliability of financial reporting, compliance with
policies,procedures, laws, and regulations, safeguarding of assets andeconomical and
efficient use of resources.

The Company has performed an evaluation and made anassessment of the adequacy and the
effectiveness of the CompanysInternal Financial Control System. The Statutory Auditors of
theCompany have also reviewed the Internal Financial Control systemimplemented by the
Company on the financial reporting and intheir opinion, the Company has, in all material
respects, adequateInternal Financial Control system over Financial Reporting and
suchControls over Financial Reporting were operatingeffectively as on 31stMarch,
2019 based on the internal control over financial reporting criteria established by the
Company.

The policies and procedures adopted by the Company ensuresthe orderly and efficient
conduct of its business and adherenceto the companys policies, prevention and detection
of frauds and errors, accuracy & completeness of the records and the timelypreparation
of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the
objective of providing to the Audit Committee and the Board, an independent, objective and
reasonable assurance on the adequacy and effectiveness of the organizations risk
management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors.
The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on
the financial statements, including the financial reporting system and compliance to
accounting policies and procedures followed by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by
executives, staff and other workers of the Company for their hard work, dedication and
commitment. During the year under review, relations between the Employees and the
Management continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring
disclosure pursuantto the provisions of Section 197, read with the Companies (Appointment
and Remuneration ofManagerial Personnel) Rules, 2014; hence no such particulars are
annexed.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge their gratitude to the business Associates and Stock
Exchange authorities for their continued patronage, assistance and guidance.

"Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors." | "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary." | "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

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